Monday, September 03, 2007
August 15, 2007 10:43 AM Eastern Daylight Time
Seaway Valley Capital Corporation Releases Shareholder Letter
NEW YORK--(BUSINESS WIRE)--Seaway Valley Capital Corporation (OTC Bulletin Board: GSCR) chairman and chief executive officer, Thomas Scozzafava, issued the following letter to its shareholders today:
Dear Shareholders:
I would like to reiterate the basic terms of the transaction Seaway Capital, Inc. structured with GreenShift Corporation when it acquired GreenShift’s majority stake in Seaway Valley Capital Corporation. With the exception of certain convertible debentures, all of the operating assets and liabilities of the Company reported as of June 30, 2007 were acquired by and transferred to GS CleanTech Corporation, an affiliate of GreenShift. The convertible debentures that remained at the company totaled approximately $1.52 million, including those of Highgate in the amount of $1.23 million. Seaway’s records indicate that at least two thirds of the Highgate debentures have been satisfied to date. To mitigate the total impact of the additional common shares issued as a result of these convertible debenture conversions, Seaway Capital, Inc. reduced the number of common shares outstanding by over 322 million shares.
On the business end and as previously reported, the Company has executed a number of share purchase agreements with shareholders of WiseBuys that represent an aggregate of 60% of the ownership and voting interest of WiseBuys Stores, Inc. In addition, we have finalized the terms to acquire an additional 15%, bringing the total ownership to 75% when executed. Seaway shall make additional offers to acquire up to 100% of WiseBuys’ shares over the following weeks, although we cannot predict the response of these shareholders. Seaway’s goal is to acquire approximately 80-85% of WiseBuys.
These agreements shall become effective upon completion of audited financials of WiseBuys Stores, Inc. As WiseBuys’ CFO, I can report that we have engaged Dannible & McKee, LLP, and these audits commenced in July 2007. I have been given a rough timetable of late August for the completion of WiseBuys’ audits.
WiseBuys Stores, Inc. also recently announced the execution of agreements to acquire 100% of the stock of Hacketts, one of the nation’s oldest retailers. The acquisition agreement is subject to securing acquisition financing, which WiseBuys has received Term Sheets for and for which we hope to execute definitive agreements. Hacketts owns and operates five retail stores that are somewhat similar to WiseBuys. As stated previously, if the transaction is consummated, WiseBuys stores will be converted to “Hacketts” stores and run similarly to Hacketts.
I am pleased to be able to update you on these significant events that have transpired since Seaway Capital, Inc. acquired the Company on July 1st. I shall continue to update you with further developments.
About Seaway Valley Capital Corporation
Seaway Valley Capital Corporation was formed in 2002 (as “Seaway Capital Partners, LLC”) and makes equity, equity-related, and debt investments in companies that require expansion capital and in companies pursuing acquisition strategies. Seaway Valley Capital Corporation also seeks investments in leveraged buyouts and restructurings. Seaway Valley Capital Corporation will consider investment opportunities in a number of different industries, including retail, restaurants, media, business services, and manufacturing, and the Company will also consider select technology investments.
Safe Harbor Statement
This press release contains statements that may constitute “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of the Company, and members of their management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-statements include fluctuation of operating results, the ability to compete successfully and the ability to complete before-mentioned transactions. The company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.
Contacts
Seaway Capital Corporation
Email: contact@seawaycapital.com
Web: http://www.seawaycapital.com
or
Investor Relations
CEOcast, Inc.
Andrew Hellman, 212-732-4300
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WiseBuys Stores, Inc. Executes Agreement to Acquire Hacketts
Friday July 20, 9:38 am ET
WiseBuys agrees to acquire one of nation’s oldest retailers; the combined company will operate stores as “Hacketts”
NEW YORK--(BUSINESS WIRE)--WiseBuys Stores, Inc. ("WiseBuys") announced today that it has executed an agreement with its owners to acquire 100% of the stock of Patrick Hackett Hardware Company ("Hacketts"). Hacketts, which is one of the nation’s oldest retailers, currently has stores in New York State in the villages of Canton, Ogdensburg, Massena, Potsdam, and Watertown. WiseBuys current locations include Canton, Gouverneur, Hamilton, Pulaski, and Tupper Lake - all also in New York State.
“We are pleased to announce this agreement to acquire Hacketts,” stated Thomas Scozzafava, a co-founder of WiseBuys and current CFO. “WiseBuys and Hacketts combining into one entity is strategic for a number of reasons, including the sharing of managerial resources, increasing purchasing power, leveraging current advertising spending, and diversifying the combined company’s merchandise mix. We anticipate taking the best from both companies and combining those qualities under one roof under the store brand ‘Hacketts’,” Mr. Scozzafava added.
The acquisition, which calls for a $1.5 million payment at closing and additional payments of $4.5 million over eight years, includes management agreements for the retention of the founding family members as well as Hacketts current CEO.
About Hackett’s:
Hackett’s is one of the oldest retail establishments in New York State and the Nation. Its origins date back to 1830 when it was a ships chandlery, wholesale supplier and a traditional hardware store. During its evolution, it would also become a supplier of railroad equipment, builders and contractors’ supplies, plumbing supplies, steam fitting, tinsmithing, and a large foundry manufacturing many lines of metal plumbing items that you still find in existence today. Over the years, the company has adapted to changing market conditions and evolved into a full line department store focused on premium clothing, footwear, and gift items and today consists of five (5) locations:
(i) Ogdensburg, NY (55,000 sq. ft.) - full line department store
also featuring a coffee shop serving breakfast and lunch gourmet
specialties called North Water Street Coffee Company;
(ii) Potsdam, NY (41,000 sq. ft.) - a recently-opened (2004) full
line department store;
(iii) Watertown, NY (56,000 sq. ft.) - newly-opened (4th Qtr ‘06) full
line department store;
(iv) Massena, NY (12,700 sq. ft) - Hackett’s only mall location
opened in late 1999 with a focused selection of premium
clothing, footwear, and gifts;
(v) Canton, NY - a full line footwear department, apparel for men
and women, and a sporting goods department; (this would be
closed and the building sold or leased and operations moved to
WiseBuys.)
Hackett’s has an outstanding reputation within the industry as a customer service-focused organization selling premium products at a fair price - both of which differentiate it from “discount” big box retailers.
About WiseBuys:
WiseBuys Stores, Inc. ("WiseBuys") was formed and began operations in 2003 as a direct result of the closing of small-town retail staple, Ames Department Stores. Founded primarily by lifelong “north country” residents, WiseBuys initially focused its efforts on serving the “discount” retail needs of mostly rural communities throughout northern and central New York.
WiseBuys’ strategy included an innovative approach whereby it partnered with established and successful specialty discounters to create a “mall without the walls” concept. This innovative approach made easier to expand rapidly (five stores in thirteen months) because less capital was required for inventory, and partnering with niche players made immediately competitive across certain product lines. That is, although WiseBuys has only five stores, its pricing reflected the established purchasing power of Payless, KB Toys, etc. And from the customers’ perspective, WiseBuys had created a full line department store virtually over night. The concept was embraced by large, well-established retailers and was heralded in the industry. The following in-store retail partnerships with both national and regional chains were established:
Payless ShoeSource, Inc. - “store-within-a-store” deal across chain
KB Toys Inc. - exclusive license agreement “KB Toys at WiseBuys” branded department
RadioShack - franchise acquisitions
Card$mart, Inc. - franchise acquisitions
Home Fashion Distributor, Inc. - consignment inventory deal for domestics
Masters, Inc. - leased department deal for apparel (consignment inventory)
Massey’s Furniture Barn, Inc. - consignment inventory deal for furniture & mattresses
In addition, WiseBuys won such awards as the “New York State Small Business Development Center Excellence Award” (April ‘04) and the “Oswego County Job Creation Award” (June ‘04). WiseBuys current stores include the following:
(i) Canton, NY (40,000 sq. ft.) - full line department store;
(ii) Gouverneur, NY (53,000 sq. ft.) - full line department store;
(iii) Hamilton, NY (43,000 sq. ft.) - full line department store;
(iv) Pulaski, NY (59,000 sq. ft) - full line department store; and
(v) Tupper Lake, NY (34,000 sq. ft.) - full line department store.
The acquisition of Hacketts by WiseBuys is subject to financing arrangements by WiseBuys. Recently, GS Carbon announced an agreement to acquire about 60% of the voting stock of WiseBuys Stores, Inc., and is seeking to acquire additional shares of WiseBuys. Both WiseBuys and Hacketts will be subject to completed audited financials. WiseBuys recently engaged Syracuse-based accounting firm Dannible & McKee, LLP (http://www.dmcpas.com) to complete these audits.
GS Carbon (OTCBB: GSCR - News), which was acquired by Seaway Capital, is seeking additional debt and equity investments in retail, restaurants, media, business services, manufacturing, and technology companies.
Stocks Reporter.com has received no compensation in the form of cash or securities for coverage and has no position of SWVC shares.
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About Seaway Capital, Inc.
Seaway Capital, Inc., which was formed in 2002 as “Seaway Capital Partners, LLC”, makes equity and equity-related investments in companies that require expansion capital and in companies pursuing acquisition strategies. Seaway Capital also seeks investments in leveraged buyouts and restructurings and will consider investment opportunities in a number of different industries, including retail, restaurants, media, business services, and manufacturing. Seaway Capital will also consider select technology investments.
Locations:
WiseBuys of Gouverneur
471 E Main St.
Gouverneur, NY 13642
315.287.0711
WiseBuys of Canton
WiseBuys Plaza
5533 US Highway 11
Canton, NY 13617
315.379.0456
WiseBuys of Tupper Lake
94 Demars Blvd.
Tupper Lake, NY 12986
518.359.9712
WiseBuys of Pulaski
3779 State Route 13
Pulaski, NY 13142
315.298.3935
WiseBuys of Hamilton
108 Utica St.
State Route 12B
Hamilton, NY 13346
315.824.2404
Partners:
Payless ShoeSource, Inc., together with its subsidiaries, operates as a specialty family footwear retailer in the western Hemisphere. Its stores offer athletic, casual, and dress shoes; sandals; work and fashion boots; slippers; and accessories, such as handbags and hosiery for women, men, and children. The company also wholesale footwear. In addition, it operates a shoe dyeing facility. Payless ShoeSource operates its stores in various real estate formats, including shopping malls, central business districts, free-standing buildings, strip centers, and leased departments within other retailers.
K·B Toys (previously known as Kay Bee Toys) is a chain of mall-based retail toy stores in the United States. It was founded in 1922 by the Kaufman brothers. It currently operates 605 stores in 44 U.S. states, Puerto Rico as well as Guam. K·B Toys operates three distinct store formats: K·B Toys, K·B Toy Works, and K·B Toy Outlets (aka Toy Liquidators). It is privately held in Pittsfield, Massachusetts.
RadioShack Corporation is a leading retailer of consumer electronic goods and services, through its RadioShack store chain and non-RadioShack branded kiosk operations in the United States. Its products include wireless telephones and communication devices, such as scanners and two-way radios; flat panel televisions, residential telephones, DVD players, computers, and direct-to-home (DTH) satellite systems; home entertainment, wireless, imaging, and computer accessories; general and special purpose batteries; wire, cable, and connectivity products; and digital cameras, radio-controlled cars and other toys, satellite radios, and memory players. The company also provides consumers access to third-party services, such as wireless telephone and DTH satellite activation, satellite radio service, prepaid wireless airtime, and extended service plans. It also manufactures various products, including telephony, antennas, wire, and cable products, as well as hard-to-find parts and accessories for consumer electronics products. As of December 31, 2006, the company operated 4,467 RadioShack company-operated stores located in the United States, as well as in Puerto Rico and the U.S. Virgin Islands; 772 kiosks located in the United States; 7 RadioShack service centers in the United States and 1 in Puerto Rico; and a network of 1,587 RadioShack dealer outlets. RadioShack was founded in 1899 and is headquartered in Fort Worth, Texas.
http://www.seawaycapital.com/
Seaway Capital, Inc. ("SCI") was formed in 2002 and makes equity and equity-related investments in companies that require expansion capital and in companies pursuing acquisition strategies. SCI also seeks investments in leveraged buyouts and restructurings. To date, SCI’s management has invested in over thirty (30) growth and acquisition transactions.
* mid- to late-stage growth capital opportunities
management / leverage buyout financing opportunities
*an established product or service
*a strong management team
*an independent Board
*a competitive advantage in a defined or developing market
*a majority of operations in North America
*a realistic business and financial plan that provides for investor liquidity within two to five years.
Seaway’s plans for the remaining GS Carbon public shell include the acquisition of Seaway’s majority stake in a retail big box chain and the financing and acquisition of other targeted retail chains with an aggregate of more than $30 million in sales. Notably, Seaway has already received term sheets for the financing necessary to support its acquisition plans.
Stocks Reporter.com has received no compensation in the form of cash or securities for coverage and has no position of SWVC shares.
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